NOVONIX Ltd — Capital/Financing Update 2019

Dec 15, 2019

Proposed issue of securities

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Announcement Summary

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

Monday December 16, 2019

The Proposed issue is:

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An offer of securities under a securities purchase plan

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +Security Code +Security Description +securities to be issued NVX ORDINARY FULLY PAID 38,441,304

Record Date

Friday December 13, 2019

Closing Date

Tuesday December 24, 2019

Issue Date

Thursday January 2, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

NOVONIX LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ACN 157690830

1.3 ASX issuer code

NVX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday December 16, 2019

1.6 The Proposed issue is:

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An offer of securities under a securities purchase plan

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

• 4A.1 - Are any of the below approvals required for the offer of securities under a securities purchase plan issue? +Security holder approval

Court approval Lodgement of court order with +ASIC ACCC approval

• FIRB approval

Another approval/condition external to the entity required to be given/met for the offer of securities under a securities purchase plan issue

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

NVX : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

NVX : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued 38,441,304

Minimum Number of +securities Maximum Number of proposed to be offered to each +securities proposed to be individual +security holder offered to each individual +security holder 9,803 58,823

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Minimum subscription $ Maximum subscription $ amount proposed to be offered amount proposed to be offered to each individual security to each individual security holder holder AUD 5,000 AUD 30,000

Purpose of the issue

Funds raised from the SPP will be used as follows:

a) Approximately 70% of the proceeds from the SPP will be directed toward working capital to help fulfil the Samsung SDI contract (as announced to ASX on 9 December 2019) and assist the Company to build inventories ahead of first deliveries forecast for October 2020; and b) Approximately 30% of the proceeds from the SPP will be directed towards continued R&D to improve manufacturing processes and products.

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.51000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? Yes

Provide the scale back details

The Company (in its absolute discretion) reserves the right to increase the size of the offer or scale back applications under the offer.

Part 4C - Timetable

4C.1 Announcement of Security Purchase Plan

Monday December 16, 2019

4C.2 Record Date

Friday December 13, 2019

4C.3 Date on which offer documents will be made available to investors

Tuesday December 17, 2019

4C.4 Offer Open Date

Tuesday December 17, 2019

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4C.5 Closing Date

Tuesday December 24, 2019

4C.6 Announcement of results

Tuesday December 31, 2019

4C.7 Issue Date

Thursday January 2, 2020

Part 4D - Listing Rule requirements

• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and

• the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made?

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• Yes

Part 4E - Lead Manager/Broker & Underwriter details

4E.1 Will there be a lead manager or broker to the proposed offer? Yes

4E.1a Who is the lead manager/broker?

Morgans

4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 1% management fee will be paid to Morgans to manage the offer.

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances on behalf of investors be paid a handling fee or commission? Yes 4E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

4E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors

1.500000 %

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4E.3c Please provide further information about the handling fee or commission method

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Part 4F - Further Information

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No 4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer https://events.miraqle.com/NVX-offer 4F.4 Any other information the entity wishes to provide about the proposed offer

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